Schedule C to Master Services Agreement


  1. SCOPE OF SERVICES. S-NET agrees to provide Customer with professional information technology services and/or technology-related advice and solutions (“Managed Services”) as set forth in one or more applicable Service Orders (collectively, the “Services”). All Services will be governed under the terms of this Agreement. In the event of a direct conflict between the language of this Agreement and any Service Order, the language of the Service Order will control, but only with respect to that particular Service Order. S-NET will perform all Services in accordance with the relevant best practices for the managed service provider industry, as well as those service levels explicitly described in this Agreement or any relevant Service Order.
    1. System. For the purposes of this Agreement, the term “System” shall mean, collectively, any computer network, computer system, peripheral or device installed, maintained, managed, monitored or operated by S-NET pursuant to this Agreement and any relevant Service Orders, regardless of the location of such network(s), system(s) peripheral(s) or device(s). All other capitalized terms shall have the definitions ascribed to them in this Agreement.
    2. Modifications. Customer will promptly notify S-NET prior to installing any software to, or modifying any hardware of, the System, or moving the System, in part or in whole, to any location other than the location of the System known to S-NET. Customer’s failure to notify S-NET as described in this Agreement may result in Customer incurring additional costs, on a time and materials basis, to restore the System or to bring the System back to a functioning condition.
    3. Network Architecture. Customer understands and agrees that the Services and Fees (as defined herein and in Service Orders) described in any Service Order are based upon the architecture of System as that architecture exists as of the effective date of the applicable Service Order. In the event that Customer’s network is subsequently modified in any manner, S-NET reserves the right to require adjustments to the scope of Services and/or the Fees.
    4. Third Parties. Customer will not permit any third party to modify, enhance, replace, access or remove the System, in part or in whole, without first notifying S-NET. Except as otherwise specifically provided in this Agreement, S-NET will not have any obligation to reimburse Customer for any costs associated with any services performed or provided by parties other than S-NET.
  2. Limitations. Due to the vast number of components, platforms, operating systems and technologies that may be installed at Customer’s premises or that may be included in the System, S-NET cannot and does not warrant or represent that S-NET will be able to monitor or manage all components comprising or connected to the System. In the event that S-NET is requested but unable to monitor or manage a particular component, S-NET shall notify Customer and recommend workaround(s) to remediate that situation. S-NET shall not be responsible for any issues that arise from or that are related to components that are incompatible generally with the System, or which S-NET notifies Customer are incapable of being monitored or managed by S-NET.
  3. Requirements. At all times, all software on the System must be genuine and licensed, and Client agrees to provide S-NET with proof of licensing upon request. Customer shall obtain any licenses and consents necessary to ensure S-NET is authorized to use any applicable third party materials licensed by Customer to the extent S-NET’s access and use is required as part of the MIS Services. In addition, as a condition of the provision of the Services, S-NET may require that the System meet and maintain certain minimum hardware and software requirements (“Minimum Requirements”). It is Customer’s responsibility to ensure that all Minimum Requirements are met or exceeded at all times during the term of this Agreement, unless S-NET agrees to perform such activities pursuant to a Service Order.
  4. Updates. If Customer pays for and receives Managed Services under a S-NET service plan, then S-NET will keep the applicable portions of the System current with patches and other software-related maintenance updates (“Updates”) as such Updates are released generally to the public and, in all cases, after S-NET has determined, in its discretion, that the Updates will be compatible with the particular configuration of the System and/or the components comprising the System. Customer understands that Updates are developed by third party vendors and, despite S-NET’s best efforts, Updates may make portions of the System unstable or cause the System to operate improperly even when the Updates are installed correctly. S-NET shall not be responsible for any downtime or losses arising from or related to the installation or use of any Update.
  5.  Passwords. In order to provide Managed Services, S-NET may be required to receive administrative-level passwords (“Passwords”) to the System. Unless otherwise directed to do so in writing by Customer’s Authorized Contact (as defined herein), Passwords shall not be disclosed to any of Customer’s employees, or to any person or entity acting on behalf of Customer. This precaution is intended to protect the security and integrity of the System. S-NET shall be held harmless against any downtime, loss or damage to the System.
  6. Virus Protection / Malware. Services related to the detection, remediation and/or removal of viruses, malware and/or spyware (collectively, “Malware”) shall be provided only as expressly stated in a Service Order. Client understands and agrees that no Malware solution is 100% effective at detecting or removing all Malware and, therefore, S-NET does not warrant or guarantee that all Malware will be immediately prevented, detected or removed, or that the System will be free from errors, damage or downtime due to Malware infiltration.
  7. FEES & HOURLY WORK. Client agrees to pay S-NET the fees described in each Service Order (“Fees”). If S-NET is requested, and agrees in a Service Order, to perform work on an hourly basis, then S-NET shall bill for its services on an hourly basis (“Hourly Work”) at S-NET’s then-current hourly rate for the applicable type or level of IT resource. Note, hourly rates will vary if Hourly Work is required to be performed during non-business hours and premiums may apply for accelerated turnaround time for On Site Technicians. All hourly work shall be billed in one-hour intervals and partial intervals shall be rounded up to the nearest hour. A three (3) hour minimum, including travel time, shall apply where travel by S-NET is required. In addition, if travel is required, Customer will be responsible for paying all costs and expenses incurred by S-NET in the provision of the Services, including parking fees and tolls, as well as meals and hotel fees (if overnight stays are required). If, in S-NET’s reasonable discretion, the scope or price of Hourly Work will exceed, by more than ten percent (10%), any estimate previously provided to Client, S-NET may suspend work and require reasonable revisions to the scope and/or price of such work under the applicable Service Order. Additionally, Customer will be responsible for all costs for materials required and supplied by S-NET.
  8. AUTHORIZED CONTACT PERSON. Customer shall designate one or more authorized contact person(s) (each, an “Authorized Contact”) with whom S-NET may conduct Service-related communications; however, Customer’s end users covered by a Service Order may place trouble tickets related to their own IT matters. Customer’s initial Authorized Contact(s) is/are indicated in the signature block of this Agreement. Customer may also designate additional Authorized Contacts with respect to individual Service Orders. Each Authorized Contact will be a point of contact for S-NET, and will be authorized to provide, modify and approve on Customer’s behalf, work direction, Service Orders and payment. Customer understands and agrees that S-NET will be permitted to act upon the direction and apparent authority of each Authorized Contact, unless and until S-NET receives written notice from Customer that an Authorized Contact is no longer authorized to act on Customer’s behalf. If during the Term of this Agreement, Customer elects to add or remove an Authorized Contact or modify an Authorized Contact’s information or authority, Customer must notify S-NET in writing of the change(s) including (in the event of the addition of an Authorized Contact) the Authorized Contact’s name, address, email address and telephone number.
  9. ACCESS. Customer hereby grants to S-NET the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the System on a 24x7x365 basis, for the purpose of enabling S-NET to provide the Services. For the purposes of this paragraph, “access” shall include (i) virtual access, including internet-based and/or, as applicable, cellular based-access, and (ii) ingress and egress over and in the physical premises in which the System is located (collectively, “Premises”). It is Customer’s responsibility to secure, at Customer’s own cost and prior to the commencement of any Services, any rights of entry, licenses, permits or other permissions necessary for S-NET to provide the Services at the Premises. Customer must provide S-NET with all passwords or keys (virtual or otherwise) that S-NET requires to provide the Services to Customer. S-NET will not be liable for delay in its performance, or the nonperformance, of any term or condition of this Agreement directly or indirectly.
  10. Service Level Agreement
    1. The Services will be provided as indicated in the relevant Service Order (“Uptime”), except for periods of outages during (i) Scheduled Downtime (defined below), or (ii) Customer-Side Downtime (described below), or (iii) a force majeure event. Fees shall continue to accrue during any of the foregoing, unless otherwise waived by S-NET in its discretion.
      1. Scheduled Downtime. For the purposes of this Agreement, Scheduled Downtime shall mean those hours, as determined by S-NET but which shall not occur between the hours of 8 AM and 8 PM CST Monday through Friday without Customer’s authorization or unless exigent circumstances exist, during which time S-NET shall perform scheduled maintenance or adjustments to its network. S-NET shall use its best efforts to provide Customer with at least twenty-four (24) hours of notice prior to scheduling Scheduled Downtime.
      2. Customer-Side Downtime. Notwithstanding any provision to the contrary, S-NET shall not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by Customer’s actions or omissions, or any modifications made by Customer to the hosted environment (“Customer-Side Downtime). In the event that such delays or deficiencies occur, S-NET shall be permitted to extend any relevant deadline as S-NET deems necessary to accommodate such delays or deficiencies.
    2.   S-NET will provide the following response and remediation times for Helpdesk, Managed IT Services and Server Monitoring, Maintenance & Support:
      1. Opening of Trouble Tickets.

        Customer can open a trouble ticket in any of the following manners:

        •  A phone call to S-NET Customer Service
        • An email to S-NET Customer Service
        • Creating a ticket in S-NET’s Web-help desk
        • Opening a chat session with S-NET Customer Service
      2. Acknowledgement of receipt of trouble ticket and initiation of remediation within 15 minutes of receipt of notification of trouble by Customer through any of the methods described below. Time to fix Customer trouble tickets will vary by the nature of the problem, whether it requires third party software or hardware support and the availability and ability of the Customer to work with S-NET’s technicians. Fixes requiring an On-Site Technician will be impacted by the time to get such On-Site Technician on site which can take as little as two hours to as much as one business day depending on the nature of the problem and the location of the Customer.
      3. Remedies & Limitations. Notwithstanding any provision to the contrary, except for the Startup Exception (described below), if S-NET fails to meet its Uptime or service level commitment in a given calendar month, then upon written request from Customer, S-NET shall issue Customer a credit in an amount equal to the period of time of the outage and/or service failure. All requests for credit shall be made by Customer no later than thirty (30) days after the applicable Service failure occurs. The remedies contained in this paragraph and those in Section 4.1 of this Agreement, are in lieu of (and are to the exclusion of) any and all other remedies that might otherwise be available to Customer for S-NET’s failure to meet any Uptime or service level commitment during the term of this Agreement.
    3. Applicability. The support levels described in this Agreement and any Service Order apply only to issues, problems or outages with the portions of the System that are maintained, managed or administered by S-NET pursuant to a Service Order. Any other equipment, hardware or software (including but not limited to telecommunication lines, electrical lines, and services provided to Customer by third parties) are not covered by S-NET’s support services, and remediation for such excluded items will be billed at S-NET’s then-current hourly rate.
    4. Exemption. The parties acknowledge and agree that for the first ten (10) business days following the Effective Date, the response time commitments described in this Section 10 shall not apply to S-NET, it being understood that there may be unanticipated downtime or delays due to S-NET’s initial startup activities with Customer (the “Startup Exception ”).
  11.  Limitations of Service
    1. S-NET is not responsible for changes made to the configuration of the system by anyone other than S-NET engineering staff which includes S-NET On-Site Technicians. Labor required to address issues caused by any person or entity other than S-NET will be billed to Customer.
    2. This Agreement applies to the existing data network. S-NET is not responsible for any hardware or system malfunctions due to incorrect installation or configuration by anyone other than S-NET.
    3. Repairs and maintenance of printers and other connected devices (e.g. scanners, copiers, et al) are excluded, though the connectivity to the Customer’s network is included.
    4. Third Party-Hosted Services. Cloud-based services hosted by third party providers (if any) shall be supported as indicated in the end user license agreement in place between Customer and the applicable third party provider.
  12.  Termination of Services.

     Transition. In the event that Customer requests S-NET’s assistance to transition to a new service provider, S-NET shall do so provided that (i) all Fees due and owing to S-NET are paid in full prior to S-NET providing its assistance to Customer, and (ii) Customer agrees to pay S-NET its then-current hourly rate for such assistance, with upfront amounts to be paid to S-NET as agreed upon between the parties. Unless otherwise expressly stated in a Service Order, S-NET shall have no obligation to store or maintain any Customer data in S-NET’s possession or control beyond fifteen (15) calendar days following the termination of this Agreement. S-NET shall be held harmless for, and indemnified by Customer against, any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, S-NET’s deletion of Client data beyond the time frames described in this section.

  13.   ADDITIONAL TERMS.  The following provisions shall apply in addition to those provisions described in an applicable Service Order:
    1.   EULAs. Portions of the Services may require Customer to accept the terms of one or more third party end user license agreements (“EULAs”). EULAs may contain service levels, warranties and/or liability limitations that are different than those contained in this Agreement. Customer agrees to be bound by the terms of such EULAs, and shall look only to the applicable third party provider for the enforcement of the terms of such EULAs. S-NET reserves the right to suspend or terminate Customer’s access to S-NET-hosted solutions or S-NET-provided cloud-based solutions in the event that S-NET has reason to believe that the solutions are being accessed, used or otherwise manipulated in a manner that violates the law, or poses a threat to the S-NET or security of S-NET’s computer servers or any third party server.
    2.   BDR/Data Backup. Customer understands and agrees that S-NET shall not be responsible for any data lost, corrupted or rendered unreadable due to communication and/or transmissions errors or related failures, or equipment failures (including but not limited to silent corruption-related issues). Customer is strongly advised to maintain a local backup of all mission-critical or customer-critical data, and to periodically verify the integrity and availability of all backed up data. S-NET will not supply or maintain such a local backup unless expressly required in a SOW. Customer is urged to implement a rotation system to ensure that the media upon which backup data is stored is swapped out at regular intervals.
    3.   Mobile Devices. To the extent that the Services include the monitoring, management or administration of mobile devices, Customer hereby represents and warrants that S-NET is authorized to provide the Services to all devices, peripherals and/or computer processing units, including mobile devices (such as PDAs, notebook computers, and tablet computers) that (i) are connected to the System, and (ii) have been designated by Customer to receive the Services, regardless of whether such device(s) are owned, leased or otherwise controlled by Customer. Unless otherwise stated in a SOW, devices will not receive or benefit from the Services while the devices are detached from or unconnected to the System.

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